Authorized Dealer Registration

Choose A Country:

United States

Canada

United States Authorized Indirect Reseller Agreement

THIS AGREEMENT is made effective the date of its execution (the "Effective Date"), by and among Winfield Consumer Products d/b/a Husky Liners, a Kansas corporation with principal offices at 22425 D St., Strother Field, Winfield, Kansas 67156 (“Husky”), and the “Reseller” which has executed this Agreement. This Agreement describes the rights and obligations of Reseller and Husky with respect to the appointment of Reseller as an authorized reseller of the Products. Reseller and Husky each acknowledge that the following terms and conditions are essential to maintaining the viability of Husky’s distribution network for the Products and insuring the success of its Authorized resellers. Husky and Reseller are each sometimes referred to herein as a “party” and collectively as the “parties.” The parties agree as follows:

Definitions

Products: The (“Product(s)”) shall mean the Husky brand(s) products and related equipment and accessories listed on Schedule A hereto.

Territory: The (“Territory”) shall mean the United States of America.

End-User: An (“End-User”) shall mean any purchaser of the Product(s) from the Reseller who is the ultimate consumer for whom the Product is designed and who does not intend to resell the Product to a third party.

Automotive Dealer: An ("Automotive Dealer") shall mean a purchaser of the Products from the Reseller who in turn resells automobiles and Products to End-Users.

Transship: (“Transship”) shall mean the sale of Product(s) to any entity other than an End-User or Automotive Dealer.

Licensed IP: The ("Licensed IP") shall mean the trademarks, tradenames, product images, and/or marketing banners provided by Husky in writing in the approved image or form provided by Husky

Appointment. For the Term of this Agreement, Husky appoints the Reseller through its agent a Husky authorized warehouse distributor as a non-exclusive authorized reseller of the Products to End-Users within the Territory.

Internet Advertising and Sales. The Reseller is expressly prohibited from advertising for resale and/or selling the Products on the Internet.

Transshipping.

Reseller shall not Transship the Products, specifically; it shall not sell or transfer any of the Products to any person or entity for resale other than an Automotive Dealer. Reseller shall not sell or offer for sale any product bearing a trademark, copyright, patent, or name associated with Husky, which Reseller purchased or obtained from a source other than directly from Husky. Reseller shall not obscure or alter in any fashion the serial number on any Product or its packaging.

Liquidated Damages. For each occasion that Reseller breaches Section 3 of this Agreement by engaging in the unauthorized sale of Products, in addition to all other remedies available to Husky under this Agreement and at law, Reseller agrees to pay Husky, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with Husky’s investigation and enforcement regarding the Reseller’s unauthorized sales; or (ii) five times (5X) the MSRP of the Product(s) per unit of Product. The parties agree that these damages are not punitive, that Husky’s damages due to the breach of Section 3 of the Agreement are difficult to quantify, and that these liquidated damages are a reasonable approximation of Husky’s damages in the event of a breach.

Geographic Sales Boundary.

Reseller may only sell and advertise for sale the Products within the Territory. Husky hereby expressly prohibits the Reseller from soliciting or consummating sales outside the Territory.

Liquidated Damages. For each occasion that Reseller breaches Section 3 of this Agreement by engaging in the unauthorized sale of Products, in addition to all other remedies available to Husky under this Agreement and at law, Reseller agrees to pay Husky, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with Husky’s investigation and enforcement regarding the Reseller’s unauthorized sales; or (ii) five times (5X) the MSRP of the Product(s) per unit of Product. The parties agree that these damages are not punitive, that Husky’s damages due to the breach of Section 3 of the Agreement are difficult to quantify, and that these liquidated damages are a reasonable approximation of Husky’s damages in the event of a breach.

Intellectual Property.

Grant . Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed IP for the sole purpose of advertising and promoting the sale of Products within the Territory to End-Users.

Restrictions and Limitations

Reseller may not use the Licensed IP on the Internet (except to identify itself to consumers as an "Authorized Reseller of Husky Products," using the format provided or approved by Husky).

Reseller shall ensure that the Licensed IP is: (a) used in conjunction with the ® or TM designations as directed by Husky; (b) not modified in any manner without the prior written consent of Husky; (c) used alone without any other terms, marks, or designs which may detract from the Licensed IP; and (d) displayed according to specifications which Husky may provide or amend from time to time.

Reseller shall perform all acts requested by Husky to ensure that the nature and quality of Reseller's use of the Licensed IP is consistent with and does not detract from the goodwill associated with the Licensed IP. Reseller is specifically prohibited from registering or using any domain name containing any of Husky's trademarks.

Reseller shall have no right, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of Husky. Reseller shall not do anything inconsistent with Husky's ownership of the Licensed IP, including, but not limited to, using, causing or permitting another party to use the Licensed IP as any part of a uniform resource locator ("URL"), meta data tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or Husky's title to or rights in the Licensed IP.

Reseller shall not use the Licensed IP in a manner that disparages Husky or the Products, blurs, dilutes or otherwise diminishes the Licensed IP, or portrays Husky or the Products in a false, competitively adverse or poor light.

Except for a sixty (60) day sell-through period from the date of termination of this Agreement, upon termination of this Agreement Reseller shall immediately discontinue and abandon its use of the Licensed IP, shall cease to advertise or represent itself as an authorized reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. Reseller must promptly return to Husky all Confidential Information (as defined in Section 19 below) including, but not limited to, all documents and information concerning prices, marketing, advertising and promotional activities.

Reseller shall promptly inform Husky of any action or conduct of any person which may infringe upon any of Husky's intellectual property rights. Husky shall have the sole discretion whether to take legal action against any such infringement and any damages or other monies recovered on account of such infringement, whether by judgment, settlement or otherwise, shall belong exclusively to Husky. Reseller shall cooperate fully with Husky in connection with any legal action taken by Husky in connection with any such infringement.

Reseller shall comply with the additional conditions regarding the use of Husky intellectual property described in Schedule B headed "Using Husky's Intellectual Property."

Reseller Obligations. During the term of this Agreement, Reseller shall:

display, promote, demonstrate, market, and sell the Products;

maintain and stock: (i) an adequate supply of the Products to satisfy the demand of its customers and (ii) a representative sample of all Products;

maintain qualified personnel with knowledge of the specifications, features and use of the Products;

provide quality post-sale support for all End-Users that purchase the Products;

preserve and enhance the reputation and goodwill of Husky and the Products and avoid any illegal or unethical actions, including without limitation "bait and switch" practices; and

conduct and maintain at all times its operation in compliance with all applicable Federal and State Laws and regulations, FTC consent orders, county and city ordinances and regulations and any other applicable law, regulation or ordinance. Reseller agrees not to engage in any unfair trade practices. Reseller shall indemnify and hold Husky harmless from any cost or liability, including costs of litigation and attorney's fees as may be incurred in defending any civil, criminal, or administrative action brought against Husky, its officers, employees, or agents of Husky that may result from a violation of this paragraph.

Term. This Agreement shall begin on the Effective Date and, unless sooner terminated as provided herein, continue in full force and effect for one (1) year from the Effective Date (the “Initial Term”). This Agreement will automatically renew for consecutive one (1) year terms (“Renewal Term(s)”, and together with the Initial Term, the "Term").

Termination. This Agreement may be terminated as follows:

by Husky immediately upon written notice to Reseller in the event of a breach by Reseller of Sections 1, 2, 3, 4, 5 or 6 of this Agreement;

by Husky or Reseller, without cause or liability, upon thirty (30) days’ prior written notice to the other party;

immediately upon a change in ownership as set forth in Section 15 below; or

by either party upon a continuing force majeure as set forth in Section 31 below.

Liability & Obligations Upon Expiration/Termination. Neither Husky nor Reseller shall be liable to the other by reason of the expiration or termination of this Agreement, including, without limitation, liability based in law or in equity, compensation, reimbursement, or damages for present or prospective profits, or on account of investments, expenditures or commitments made by Reseller, or as a result of the establishment, development or maintenance of the goodwill of Husky, the Reseller or the Products. Any termination or expiration of this Agreement shall not relieve either party of any outstanding obligation or liability for Products sold or for any other matter or reason that accrued prior to the termination or expiration. Upon expiration or termination of this Agreement, Reseller shall immediately cease to represent itself as an authorized reseller of Husky Products, cease all use of Husky's intellectual property, and return to Husky all advertising, promotional, display and other materials that have been furnished to Reseller by Husky. The acceptance by Husky of a Reseller purchase order after the expiration or termination of this Agreement shall not be deemed a renewal or extension of this Agreement, or a waiver of its termination or expiration or a waiver of any prior breach. However, Husky shall be under no obligation to fulfill any orders by Reseller after Termination.

Amendments & Waivers.

Except as otherwise set forth in Section 10(b) of this Agreement, this Agreement may be amended, waived, or modified only by a written instrument signed by an authorized officer of both parties stating specifically that it is an amendment, waiver, or modification. No waiver of any provision at any particular time shall be deemed a permanent waiver of such provision, or a waiver of any other provision of this Agreement. Failure to enforce a provision shall not be deemed a waiver.

Husky may amend or modify any Schedule in this Agreement by providing notice to the Reseller, and any such amendment or modification shall become effective immediately upon delivery of such notice.

Product Recall.

In the event that any Product is found by Husky, Reseller, or any governmental agency or court having jurisdiction over such Product to contain a Safety Hazard or other Defect or condition that requires or would make advisable a rework or recall of such Product, such party shall promptly communicate all relevant facts to the other party. Husky shall promptly undertake all corrective actions, including those required to meet all obligations imposed by laws, regulations, or orders, and shall file all necessary papers, corrective action programs, and other related documents required under applicable law or regulation; provided that Reseller shall reasonably cooperate with and assist Husky in any such filing and correction action, at Husky’s expense; and, provided further, that nothing in this section shall preclude Reseller from taking such action as may be required of it under any applicable law or regulation or business purpose. Husky shall perform all necessary repairs or modifications to the Product at its sole expense.

The parties recognize that it is possible that other Husky-manufactured products might contain the same Safety Hazard, Defect, or other condition described in the preceding paragraph. Reseller and Husky agree that any recall involving any Product purchased by Reseller shall be treated separately and distinctly from similar results of Husky’s brand products, provided that such separate and distinct treatment is lawful and that Husky shall in no event fail to provide at least the same protection to Reseller with regard to such Product as Husky provides to its other customers in connection with a recall of such Product or other Husky products. Each party shall consult the other prior to making any statements to the public or a governmental agency concerning issues relating to any product recall of a Product, except where such consultation would prevent timely notification required to be given under any such law or regulation.

Entire Agreement. This Agreement, the attached Schedules, any additional terms and conditions mutually agreed upon in writing by the parties, Husky’s written invoices, and any and all personal guarantees or assurances of payment set forth in Reseller’s New Account Application set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. The parties hereby acknowledge and represent, by execution hereof, that said parties have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement. The parties hereby waive all rights and remedies, at law or in equity, arising or which may arise as the result of a party’s reliance on such representation, assertion, guarantee, warranty, collateral contract or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said party’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or party taking place prior to, or contemporaneously with, the execution of this Agreement.

Repurchase Option. Within ten (10) days of termination of this Agreement for any reason, Reseller agrees to provide Husky with a list of its inventory of the Products. Husky, at its option, will have the right to repurchase from Reseller any or all saleable Products in Reseller’s inventory by sending written notice of the exercise of such option within thirty (30) days from the effective date of expiration or termination or the date Husky receives the foregoing list, whichever last occurs. The purchase price of such Products will be at the net invoice prices at which the Products were originally purchased by Reseller, less any discounts or allowances that Husky may have given Reseller on account of such Products. If such option to repurchase is exercised by Husky, Reseller agrees, at Reseller’s expense to deliver to Husky Reseller’s inventory of the Products in their original packages within thirty (30) days of receipt of Husky’s notice of exercise.

Change in Ownership. If Reseller transfers or disposes of all or substantially all of its business and/or the Retail Locations by way of a sale of assets or stock, or through a merger or similar type of transaction, or if Reseller is a privately-owned business and there is a change in senior management, then this Agreement shall terminate immediately without notice. The new owner(s) or manager(s) of Reseller shall have no rights under this Agreement and shall not market, advertise, and/or offer for sale Products until and unless such new owner(s) or manager(s) first apply to and become authorized by Husky as an “Authorized Reseller.”

Changes by Husky. Husky reserves the right at any time to discontinue the production, sale or distribution of any of its Products, to change the design of its Products and any parts thereof, and to change its service, warranty, price, or other policies, without advance notice or obligation to the Reseller of any kind whatsoever. Reseller agrees that it shall have no claim against Husky or any of its agents or affiliates for failure to furnish such Products, whether or not such Products are of a model, design or type previously sold.

Unilateral Policy. Reseller acknowledges that Reseller has been informed of Husky’s Unilateral Policy as it applies to the advertisement for sale of Husky Products from Resellers to End-Users in the United States. There is no agreement, express or implied, between Husky and Reseller with respect to the advertised or resale pricing of Products. If any director, officer, employee, representative, or other agent of Husky tries to coerce Reseller to agree to the price at which Reseller advertises or resells Husky Products, such action shall be considered void, unauthorized, and without effect and Reseller shall promptly notify Husky’s Policy Coordinator at upcoordinator@huskyliners.com.

Law and Forum. This Agreement shall be deemed to have been entered into and fully performed in the State of Kansas and shall be governed by and construed in accordance with the laws of the State of Kansas without regard for the conflicts of laws rules thereof. Reseller agrees that all controversies, disputes and claims arising out of this Agreement shall be adjudicated exclusively by a court of competent jurisdiction within the county of Cowley, State of Kansas or the United States District Court in the District of Kansas, except that any judgment in any such action may be enforced in other jurisdictions by suit or in any other permitted manner. Reseller irrevocably consents to the jurisdiction and venue of the state and federal courts of Kansas and waives any rights to seek a transfer of venue for any reason or to claim that the forum is inconvenient.

Limitation on Liability.

EXCLUDING THIRD PARTY PRODUCT LIABILITY CLAIMS AND THIRD PARTY INTELLECTUAL PROPERTY INDEMNIFICATION CLAIMS, HUSKY’S TOTAL LIABILITY IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS PAID BY RESELLER IN AGGREGATE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT CAUSING THE LIABILITY. IN NO EVENT SHALL HUSKY BE LIABLE TO RESELLER IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, CONSEQUENTIAL, EXEMPLARY PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PRODUCTION, LOSS OF PROFITS OR SAVINGS, LOSS OF REVENUE, LOSS OF USE OF REVENUE, LOSS OF USE OF THE PRODUCTS, LOSS OF TIME, DAMAGE TO PROPERTY CAUSED BY THE PRODUCTS, INCONVENIENCE, AND OTHER CONSEQUENTIAL ECONOMIC LOSS EVEN IF HUSKY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY OTHER CONTRACT, THIS PROVISION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF FAULT. HUSKY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO HUSKY PRODUCTS SOLD TO THE RESELLER, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Husky shall defend, indemnify and hold harmless Reseller from and against any and all third party claims and liabilities, arising out of or in connection with a claim that any Product, when used within the scope intended, infringes, violates or misappropriates a valid third party patent or copyright existing on the date of this Agreement. Husky shall have no obligation to the Reseller or to any other party with respect to any action or claim of infringement based upon or arising out of the use of any Product, or any part thereof if the Product has been used: (i) in a manner for which it was not intended; (ii) in a modified form without the express written permission of Husky; or (iii) in combination with any other system, equipment or devices not contemplated by the applicable model specifications; or if the Products have been refurbished. Reseller shall not be entitled to indemnification by Husky for Product infringement unless Reseller: (i) gives Husky prompt written notice of any action or threat of action, the ground for such action and all prior claims relating to any actual or threatened action; (ii) acknowledges in writing that Husky will have the sole control of the defense of the action and all negotiations for its settlement or compromise and (iii) fully and completely cooperates with Husky in all reasonable respects (and at Husky’s cost and expense) in its defense of the action and all negotiations for its settlement or compromise to third parties. The foregoing indemnification shall not apply to any claim of patent or copyright infringement based upon the use of any part, component or other device furnished or supplied by Reseller. If any Product, or any part thereof, supplied by Husky hereunder, becomes, or in Husky’s opinion is likely to become, the subject of a claim of infringement of a United States or foreign patent, trademark or copyright, Reseller shall permit Husky, in Husky’s sole discretion and at Husky’s sole expense (i) to procure for Reseller the right to continue using and selling the Product upon terms and conditions satisfactory to Husky and the third party claimant, or (ii) to replace or modify the Product so that it becomes non-infringing.

Confidentiality. In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including new product styles and designs, trade secrets, pricing strategies, marketing, business plans, and any logins and passwords provided by Husky (the “Confidential Information”). Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of the receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.

Assignment. This Agreement shall not be transferred or assigned by Reseller, in whole or in part, nor shall Reseller delegate or sublicense any of its rights or obligations hereunder without the prior written consent of Husky. Any change in ownership of Reseller whether through the sale of its stock, a merger, reorganization, or sale of its assets, in a single transaction or a series of related transactions, shall be deemed a transfer entitling Husky to terminate this Agreement without notice.

Contract Interpretation. Each party hereto acknowledges that it has had ample opportunity to review and comment on this Agreement. This Agreement shall be read and interpreted according to its plain meaning and any ambiguity shall not be construed against either party. It is expressly agreed by the parties that the judicial rule of construction that a document should be more strictly construed against the draftsperson thereof shall not apply to any provision of this Agreement. If any provision (or part thereof) of this Agreement shall be deemed invalid or unenforceable, the remainder of the provisions of this Agreement shall continue in full force and effect to the maximum extent consistent with the intent of the parties

Remedies. Because the damages associated with any breach of this Agreement would be difficult, if not impossible to ascertain, Husky shall have the right to seek immediate injunctive relief (including but not limited to a temporary restraining order, preliminary and/or permanent injunctive relief) against Reseller for any such breach without having to provide notice to Reseller or to post a bond. Husky’s right to injunctive relief shall be in addition to and not in lieu of its right to obtain any other damages. Reseller hereby waives its right to an injunction to allow it to continue marketing, advertising, offering for sale, and/or selling Products or to use the Licensed IP once this Agreement has been terminated for any reason. In the event of non-payment by Reseller, the Reseller shall be responsible for Husky’s attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain full payment. Notwithstanding any statutory provision to the contrary, the Reseller must bring any alleged claims against Husky arising under this Agreement or its termination within one hundred eighty (180) days of the claim arising or any such claim shall be waived.

Ineffectiveness Clause. Should a provision in this Agreement be or become ineffective, the effectiveness of all other terms shall not thereby be affected. Ineffective terms shall be replaced by legally valid provisions, which best reflect the requisite commercial intent of the parties.

Captions. Titles or captions contained in this Agreement are inserted only for convenient reference, and in no way define, limit or describe the scope or intent of this Agreement or any provision hereof.

Independent Entities; No Franchise Relationship. Nothing contained herein shall affect, modify or change the fact that Husky and Reseller are separate legal entities and are not representatives or agents of each other. Reseller specifically acknowledges that this Agreement does not create any agency or franchise relationship and that no direct or indirect fee has been paid by Reseller in connection with the establishment of this buyer/seller relationship. This Agreement does not create a joint venture, partnership and/or agency relationship. Husky shall bear no responsibility, directly or indirectly, for the Retail Locations or for the transactions made through said Retail Locations.

Release and Limitations on Future Claims. In consideration of the mutual execution of this Agreement, the Reseller agrees to hereby release Husky from all manner of action and actions, cause and causes of action, suits, contracts, controversies, damages, claims and demands whatsoever, known or unknown, in law or in equity, whether under laws and regulations of federal, state or municipal governments, under the common law or otherwise, which Reseller or its respective successors or assigns ever had, now have or which they or any of them hereafter can, shall or may have against Husky by reason of any matter, cause or thing whatsoever from the beginning of time until the Effective Date hereof.

Survival. The following sections of this Agreement shall survive the expiration and termination of this Agreement; 3(a), 4(a), 5, 9, 11, 17, 18 and 19.

Notices. Notices under this Agreement shall be in writing and shall be deemed given on the day of any email transmission or three (3) days after mailing.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Force Majeure. Neither Husky nor Reseller shall be held liable or in default for failure of performance for any cause beyond their reasonable control such as, for example, acts of God, declared or undeclared war, fire, flood, interruption of transportation, embargo, insurrections, accident, explosion, governmental orders, regulations, restrictions, priorities or rationing, any strike, lockout or other labor troubles interfering with the production or transportation of the Products or interference with the supply of raw materials for production of the Products. If the force majeure in question prevails for a continuous period in excess of three (3) months, either party shall be entitled to give notice in writing to the other party to terminate this Agreement, specifying the termination date, which must not be less than fifteen (15) days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this Agreement shall terminate on the termination date set out in such notice.

Electronic Execution. In accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq. (“ESIGN”) and the California Uniform Electronic Transactions Act, Cal. Civ. Code §§ 1633.1 – 1633.17 (“UETA”), the parties hereby agree to execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree shall have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. The Dealer acknowledges that it has the ability to retain this Agreement either by printing or saving it.

Each signatory agrees that he or she has been authorized and has the authority to enter into the Agreement with an electronic signature on behalf of the applicable party and intends to sign this Agreement by applying his or her electronic signature as indicated.

SCHEDULE B

Using Husky Liners' Intellectual Property

As a Husky Authorized Reseller, you will benefit from the fame and inherent value signified by the Husky brand name and our various product trademarks. In addition to being under agreement to use Husky trademarks properly, it is in your best interest to assist in protecting the Husky marks by using them properly in all advertising and promotional materials.

The following guidelines must be followed when using all trademarks owned by Husky. These guidelines are in addition to those provided for print advertising of a particular product:

Reseller shall not use or register any Internet domain name containing any intellectual property, and shall submit to Husky for approval in advance true and complete copies of all World Wide Web pages which contain or refer to any intellectual property owned by Husky, and shall not use such intellectual property on its website without such prior approval.

Reseller shall not, without express written permission from Husky purchase Husky’s intellectual property through Google’s and Yahoo’s Adwords programs and/or other web service providers’ similar programs.

The marks must be reproduced exactly from camera ready artwork provided by Husky.

If the Husky logo appears on the Reseller’s stationery or business cards, the words “Authorized Reseller” must follow it. This can be accomplished by using the “Husky Authorized Reseller” artwork provided by Husky.

There must be no confusion with which entity the customer is dealing. The Reseller’s name must be the most prominent name on the page. The Husky logo may not be the only source identifier on the page. The Husky logo trademark may not appear at the top of the page.

The Husky logo trademark must not be used in combination with another company mark in such a manner that the marks appear to be joined or associated in any way. Ample space must appear between the two marks to distinguish them as separate entities.

The Husky logo trademark or any Husky product mark may not be used in a way that will dilute or diminish its value to Husky, such as on others’ goods or in any non-approved form.

Any use of any Husky mark on a web page must adhere to these guidelines.

A superscript indicating a registered trademark (®) or trademark (™) or service mark (SM) symbol must appear next to all marks in all printed literature.

The registered trademark (®) or trademark (™) or service mark (SM) symbol must appear as a superscript following the appropriate mark on the first most prominent use on each page of a piece. All marks must be capitalized, italicized, or bolded or otherwise treated with prominence.

Any use of a Husky trademark which is not addressed in the guidelines set forth herein, must be approved by Husky prior to its use. Submittals for approval should be emailed to the attention of your Husky representative.

Canada Authorized Indirect Reseller Agreement

THIS AGREEMENT is made effective the date of its execution (the "Effective Date"), by and among Winfield Consumer Products d/b/a Husky Liners, a Kansas corporation with principal offices at 22425 D St., Strother Field, Winfield, Kansas 67156 (“Husky”), and the “Reseller” which has executed this Agreement. This Agreement describes the rights and obligations of Reseller and Husky with respect to the appointment of Reseller as an authorized reseller of the Products. Reseller and Husky each acknowledge that the following terms and conditions are essential to maintaining the viability of Husky’s distribution network for the Products and insuring the success of its Authorized resellers. Husky and Reseller are each sometimes referred to herein as a “party” and collectively as the “parties.” The parties agree as follows:

Definitions

Products: The (“Product(s)”) shall mean the Husky brand(s) products and related equipment and accessories listed on Schedule A hereto.

Territory: The (“Territory”) shall mean Canada.

End-User: An (“End-User”) shall mean any purchaser of the Product(s) from the Reseller who is the ultimate consumer for whom the Product is designed and who does not intend to resell the Product to a third party.

Automotive Dealer: An ("Automotive Dealer") shall mean a purchaser of the Products from the Reseller who in turn resells automobiles and Products to End-Users.

Transship: (“Transship”) shall mean the sale of Product(s) to any entity other than an End-User or Automotive Dealer.

Licensed IP: The ("Licensed IP") shall mean the trademarks, tradenames, product images, and/or marketing banners provided by Husky in writing in the approved image or form provided by Husky

Appointment. For the Term of this Agreement, Husky appoints the Reseller through its agent a Husky authorized warehouse distributor as a non-exclusive authorized reseller of the Products to End-Users within the Territory.

Internet Advertising and Sales. The Reseller is expressly prohibited from advertising for resale and/or selling the Products on the Internet.

Transshipping.

Reseller shall not Transship the Products, specifically; it shall not sell or transfer any of the Products to any person or entity for resale other than an Automotive Dealer. Reseller shall not sell or offer for sale any product bearing a trademark, copyright, patent, or name associated with Husky, which Reseller purchased or obtained from a source other than directly from Husky. Reseller shall not obscure or alter in any fashion the serial number on any Product or its packaging.

Liquidated Damages. For each occasion that Reseller breaches Section 3 of this Agreement by engaging in the unauthorized sale of Products, in addition to all other remedies available to Husky under this Agreement and at law, Reseller agrees to pay Husky, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with Husky’s investigation and enforcement regarding the Reseller’s unauthorized sales; or (ii) five times (5X) the MSRP of the Product(s) per unit of Product. The parties agree that these damages are not punitive, that Husky’s damages due to the breach of Section 3 of the Agreement are difficult to quantify, and that these liquidated damages are a reasonable approximation of Husky’s damages in the event of a breach.

Geographic Sales Boundary.

Reseller may only sell and advertise for sale the Products within the Territory. Husky hereby expressly prohibits the Reseller from soliciting or consummating sales outside the Territory.

Liquidated Damages. For each occasion that Reseller breaches Section 3 of this Agreement by engaging in the unauthorized sale of Products, in addition to all other remedies available to Husky under this Agreement and at law, Reseller agrees to pay Husky, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with Husky’s investigation and enforcement regarding the Reseller’s unauthorized sales; or (ii) five times (5X) the MSRP of the Product(s) per unit of Product. The parties agree that these damages are not punitive, that Husky’s damages due to the breach of Section 3 of the Agreement are difficult to quantify, and that these liquidated damages are a reasonable approximation of Husky’s damages in the event of a breach.

Intellectual Property.

Grant . Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed IP for the sole purpose of advertising and promoting the sale of Products within the Territory to End-Users.

Restrictions and Limitations

Reseller may not use the Licensed IP on the Internet (except to identify itself to consumers as an "Authorized Reseller of Husky Products," using the format provided or approved by Husky).

Reseller shall ensure that the Licensed IP is: (a) used in conjunction with the ® or TM designations as directed by Husky; (b) not modified in any manner without the prior written consent of Husky; (c) used alone without any other terms, marks, or designs which may detract from the Licensed IP; and (d) displayed according to specifications which Husky may provide or amend from time to time.

Reseller shall perform all acts requested by Husky to ensure that the nature and quality of Reseller's use of the Licensed IP is consistent with and does not detract from the goodwill associated with the Licensed IP. Reseller is specifically prohibited from registering or using any domain name containing any of Husky's trademarks.

Reseller shall have no right, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of Husky. Reseller shall not do anything inconsistent with Husky's ownership of the Licensed IP, including, but not limited to, using, causing or permitting another party to use the Licensed IP as any part of a uniform resource locator ("URL"), meta data tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or Husky's title to or rights in the Licensed IP.

Reseller shall not use the Licensed IP in a manner that disparages Husky or the Products, blurs, dilutes or otherwise diminishes the Licensed IP, or portrays Husky or the Products in a false, competitively adverse or poor light.

Except for a sixty (60) day sell-through period from the date of termination of this Agreement, upon termination of this Agreement Reseller shall immediately discontinue and abandon its use of the Licensed IP, shall cease to advertise or represent itself as an authorized reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. Reseller must promptly return to Husky all Confidential Information (as defined in Section 19 below) including, but not limited to, all documents and information concerning prices, marketing, advertising and promotional activities.

Reseller shall promptly inform Husky of any action or conduct of any person which may infringe upon any of Husky's intellectual property rights. Husky shall have the sole discretion whether to take legal action against any such infringement and any damages or other monies recovered on account of such infringement, whether by judgment, settlement or otherwise, shall belong exclusively to Husky. Reseller shall cooperate fully with Husky in connection with any legal action taken by Husky in connection with any such infringement.

Reseller shall comply with the additional conditions regarding the use of Husky intellectual property described in Schedule B headed "Using Husky's Intellectual Property."

Reseller Obligations. During the term of this Agreement, Reseller shall:

display, promote, demonstrate, market, and sell the Products;

maintain and stock: (i) an adequate supply of the Products to satisfy the demand of its customers and (ii) a representative sample of all Products;

maintain qualified personnel with knowledge of the specifications, features and use of the Products;

provide quality post-sale support for all End-Users that purchase the Products;

preserve and enhance the reputation and goodwill of Husky and the Products and avoid any illegal or unethical actions, including without limitation "bait and switch" practices; and

conduct and maintain at all times its operation in compliance with all applicable Federal and State Laws and regulations, FTC consent orders, county and city ordinances and regulations and any other applicable law, regulation or ordinance. Reseller agrees not to engage in any unfair trade practices. Reseller shall indemnify and hold Husky harmless from any cost or liability, including costs of litigation and attorney's fees as may be incurred in defending any civil, criminal, or administrative action brought against Husky, its officers, employees, or agents of Husky that may result from a violation of this paragraph.

Term. This Agreement shall begin on the Effective Date and, unless sooner terminated as provided herein, continue in full force and effect for one (1) year from the Effective Date (the “Initial Term”). This Agreement will automatically renew for consecutive one (1) year terms (“Renewal Term(s)”, and together with the Initial Term, the "Term").

Termination. This Agreement may be terminated as follows:

by Husky immediately upon written notice to Reseller in the event of a breach by Reseller of Sections 1, 2, 3, 4, 5 or 6 of this Agreement;

by Husky or Reseller, without cause or liability, upon thirty (30) days’ prior written notice to the other party;

immediately upon a change in ownership as set forth in Section 15 below; or

by either party upon a continuing force majeure as set forth in Section 31 below.

Liability & Obligations Upon Expiration/Termination. Neither Husky nor Reseller shall be liable to the other by reason of the expiration or termination of this Agreement, including, without limitation, liability based in law or in equity, compensation, reimbursement, or damages for present or prospective profits, or on account of investments, expenditures or commitments made by Reseller, or as a result of the establishment, development or maintenance of the goodwill of Husky, the Reseller or the Products. Any termination or expiration of this Agreement shall not relieve either party of any outstanding obligation or liability for Products sold or for any other matter or reason that accrued prior to the termination or expiration. Upon expiration or termination of this Agreement, Reseller shall immediately cease to represent itself as an authorized reseller of Husky Products, cease all use of Husky's intellectual property, and return to Husky all advertising, promotional, display and other materials that have been furnished to Reseller by Husky. The acceptance by Husky of a Reseller purchase order after the expiration or termination of this Agreement shall not be deemed a renewal or extension of this Agreement, or a waiver of its termination or expiration or a waiver of any prior breach. However, Husky shall be under no obligation to fulfill any orders by Reseller after Termination.

Amendments & Waivers.

Except as otherwise set forth in Section 10(b) of this Agreement, this Agreement may be amended, waived, or modified only by a written instrument signed by an authorized officer of both parties stating specifically that it is an amendment, waiver, or modification. No waiver of any provision at any particular time shall be deemed a permanent waiver of such provision, or a waiver of any other provision of this Agreement. Failure to enforce a provision shall not be deemed a waiver.

Husky may amend or modify any Schedule in this Agreement by providing notice to the Reseller, and any such amendment or modification shall become effective immediately upon delivery of such notice.

Product Recall.

In the event that any Product is found by Husky, Reseller, or any governmental agency or court having jurisdiction over such Product to contain a Safety Hazard or other Defect or condition that requires or would make advisable a rework or recall of such Product, such party shall promptly communicate all relevant facts to the other party. Husky shall promptly undertake all corrective actions, including those required to meet all obligations imposed by laws, regulations, or orders, and shall file all necessary papers, corrective action programs, and other related documents required under applicable law or regulation; provided that Reseller shall reasonably cooperate with and assist Husky in any such filing and correction action, at Husky’s expense; and, provided further, that nothing in this section shall preclude Reseller from taking such action as may be required of it under any applicable law or regulation or business purpose. Husky shall perform all necessary repairs or modifications to the Product at its sole expense.

The parties recognize that it is possible that other Husky-manufactured products might contain the same Safety Hazard, Defect, or other condition described in the preceding paragraph. Reseller and Husky agree that any recall involving any Product purchased by Reseller shall be treated separately and distinctly from similar results of Husky’s brand products, provided that such separate and distinct treatment is lawful and that Husky shall in no event fail to provide at least the same protection to Reseller with regard to such Product as Husky provides to its other customers in connection with a recall of such Product or other Husky products. Each party shall consult the other prior to making any statements to the public or a governmental agency concerning issues relating to any product recall of a Product, except where such consultation would prevent timely notification required to be given under any such law or regulation.

Entire Agreement. This Agreement, the attached Schedules, any additional terms and conditions mutually agreed upon in writing by the parties, Husky’s written invoices, and any and all personal guarantees or assurances of payment set forth in Reseller’s New Account Application set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. The parties hereby acknowledge and represent, by execution hereof, that said parties have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement. The parties hereby waive all rights and remedies, at law or in equity, arising or which may arise as the result of a party’s reliance on such representation, assertion, guarantee, warranty, collateral contract or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said party’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or party taking place prior to, or contemporaneously with, the execution of this Agreement.

Repurchase Option. Within ten (10) days of termination of this Agreement for any reason, Reseller agrees to provide Husky with a list of its inventory of the Products. Husky, at its option, will have the right to repurchase from Reseller any or all saleable Products in Reseller’s inventory by sending written notice of the exercise of such option within thirty (30) days from the effective date of expiration or termination or the date Husky receives the foregoing list, whichever last occurs. The purchase price of such Products will be at the net invoice prices at which the Products were originally purchased by Reseller, less any discounts or allowances that Husky may have given Reseller on account of such Products. If such option to repurchase is exercised by Husky, Reseller agrees, at Reseller’s expense to deliver to Husky Reseller’s inventory of the Products in their original packages within thirty (30) days of receipt of Husky’s notice of exercise.

Change in Ownership. If Reseller transfers or disposes of all or substantially all of its business and/or the Retail Locations by way of a sale of assets or stock, or through a merger or similar type of transaction, or if Reseller is a privately-owned business and there is a change in senior management, then this Agreement shall terminate immediately without notice. The new owner(s) or manager(s) of Reseller shall have no rights under this Agreement and shall not market, advertise, and/or offer for sale Products until and unless such new owner(s) or manager(s) first apply to and become authorized by Husky as an “Authorized Reseller.”

Changes by Husky. Husky reserves the right at any time to discontinue the production, sale or distribution of any of its Products, to change the design of its Products and any parts thereof, and to change its service, warranty, price, or other policies, without advance notice or obligation to the Reseller of any kind whatsoever. Reseller agrees that it shall have no claim against Husky or any of its agents or affiliates for failure to furnish such Products, whether or not such Products are of a model, design or type previously sold.

Unilateral Policy. Reseller acknowledges that Reseller has been informed of Husky’s Unilateral Policy as it applies to the advertisement for sale of Husky Products from Resellers to End-Users in Canada. There is no agreement, express or implied, between Husky and Reseller with respect to the advertised or resale pricing of Products. If any director, officer, employee, representative, or other agent of Husky tries to coerce Reseller to agree to the price at which Reseller advertises or resells Husky Products, such action shall be considered void, unauthorized, and without effect and Reseller shall promptly notify Husky’s Policy Coordinator at upcoordinator@huskyliners.com.

Law and Forum. This Agreement shall be deemed to have been entered into and fully performed in the State of Kansas and shall be governed by and construed in accordance with the laws of the State of Kansas without regard for the conflicts of laws rules thereof. Reseller agrees that all controversies, disputes and claims arising out of this Agreement shall be adjudicated exclusively by a court of competent jurisdiction within the county of Cowley, State of Kansas or the United States District Court in the District of Kansas, except that any judgment in any such action may be enforced in other jurisdictions by suit or in any other permitted manner. Reseller irrevocably consents to the jurisdiction and venue of the state and federal courts of Kansas and waives any rights to seek a transfer of venue for any reason or to claim that the forum is inconvenient.

Limitation on Liability.

EXCLUDING THIRD PARTY PRODUCT LIABILITY CLAIMS AND THIRD PARTY INTELLECTUAL PROPERTY INDEMNIFICATION CLAIMS, HUSKY’S TOTAL LIABILITY IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS PAID BY RESELLER IN AGGREGATE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT CAUSING THE LIABILITY. IN NO EVENT SHALL HUSKY BE LIABLE TO RESELLER IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, CONSEQUENTIAL, EXEMPLARY PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PRODUCTION, LOSS OF PROFITS OR SAVINGS, LOSS OF REVENUE, LOSS OF USE OF REVENUE, LOSS OF USE OF THE PRODUCTS, LOSS OF TIME, DAMAGE TO PROPERTY CAUSED BY THE PRODUCTS, INCONVENIENCE, AND OTHER CONSEQUENTIAL ECONOMIC LOSS EVEN IF HUSKY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY OTHER CONTRACT, THIS PROVISION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF FAULT. HUSKY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO HUSKY PRODUCTS SOLD TO THE RESELLER, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Husky shall defend, indemnify and hold harmless Reseller from and against any and all third party claims and liabilities, arising out of or in connection with a claim that any Product, when used within the scope intended, infringes, violates or misappropriates a valid third party patent or copyright existing on the date of this Agreement. Husky shall have no obligation to the Reseller or to any other party with respect to any action or claim of infringement based upon or arising out of the use of any Product, or any part thereof if the Product has been used: (i) in a manner for which it was not intended; (ii) in a modified form without the express written permission of Husky; or (iii) in combination with any other system, equipment or devices not contemplated by the applicable model specifications; or if the Products have been refurbished. Reseller shall not be entitled to indemnification by Husky for Product infringement unless Reseller: (i) gives Husky prompt written notice of any action or threat of action, the ground for such action and all prior claims relating to any actual or threatened action; (ii) acknowledges in writing that Husky will have the sole control of the defense of the action and all negotiations for its settlement or compromise and (iii) fully and completely cooperates with Husky in all reasonable respects (and at Husky’s cost and expense) in its defense of the action and all negotiations for its settlement or compromise to third parties. The foregoing indemnification shall not apply to any claim of patent or copyright infringement based upon the use of any part, component or other device furnished or supplied by Reseller. If any Product, or any part thereof, supplied by Husky hereunder, becomes, or in Husky’s opinion is likely to become, the subject of a claim of infringement of a United States or foreign patent, trademark or copyright, Reseller shall permit Husky, in Husky’s sole discretion and at Husky’s sole expense (i) to procure for Reseller the right to continue using and selling the Product upon terms and conditions satisfactory to Husky and the third party claimant, or (ii) to replace or modify the Product so that it becomes non-infringing.

Confidentiality. In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including new product styles and designs, trade secrets, pricing strategies, marketing, business plans, and any logins and passwords provided by Husky (the “Confidential Information”). Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of the receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.

Assignment. This Agreement shall not be transferred or assigned by Reseller, in whole or in part, nor shall Reseller delegate or sublicense any of its rights or obligations hereunder without the prior written consent of Husky. Any change in ownership of Reseller whether through the sale of its stock, a merger, reorganization, or sale of its assets, in a single transaction or a series of related transactions, shall be deemed a transfer entitling Husky to terminate this Agreement without notice.

Contract Interpretation. Each party hereto acknowledges that it has had ample opportunity to review and comment on this Agreement. This Agreement shall be read and interpreted according to its plain meaning and any ambiguity shall not be construed against either party. It is expressly agreed by the parties that the judicial rule of construction that a document should be more strictly construed against the draftsperson thereof shall not apply to any provision of this Agreement. If any provision (or part thereof) of this Agreement shall be deemed invalid or unenforceable, the remainder of the provisions of this Agreement shall continue in full force and effect to the maximum extent consistent with the intent of the parties

Remedies. Because the damages associated with any breach of this Agreement would be difficult, if not impossible to ascertain, Husky shall have the right to seek immediate injunctive relief (including but not limited to a temporary restraining order, preliminary and/or permanent injunctive relief) against Reseller for any such breach without having to provide notice to Reseller or to post a bond. Husky’s right to injunctive relief shall be in addition to and not in lieu of its right to obtain any other damages. Reseller hereby waives its right to an injunction to allow it to continue marketing, advertising, offering for sale, and/or selling Products or to use the Licensed IP once this Agreement has been terminated for any reason. In the event of non-payment by Reseller, the Reseller shall be responsible for Husky’s attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain full payment. Notwithstanding any statutory provision to the contrary, the Reseller must bring any alleged claims against Husky arising under this Agreement or its termination within one hundred eighty (180) days of the claim arising or any such claim shall be waived.

Ineffectiveness Clause. Should a provision in this Agreement be or become ineffective, the effectiveness of all other terms shall not thereby be affected. Ineffective terms shall be replaced by legally valid provisions, which best reflect the requisite commercial intent of the parties.

Captions. Titles or captions contained in this Agreement are inserted only for convenient reference, and in no way define, limit or describe the scope or intent of this Agreement or any provision hereof.

Independent Entities; No Franchise Relationship. Nothing contained herein shall affect, modify or change the fact that Husky and Reseller are separate legal entities and are not representatives or agents of each other. Reseller specifically acknowledges that this Agreement does not create any agency or franchise relationship and that no direct or indirect fee has been paid by Reseller in connection with the establishment of this buyer/seller relationship. This Agreement does not create a joint venture, partnership and/or agency relationship. Husky shall bear no responsibility, directly or indirectly, for the Retail Locations or for the transactions made through said Retail Locations.

Release and Limitations on Future Claims. In consideration of the mutual execution of this Agreement, the Reseller agrees to hereby release Husky from all manner of action and actions, cause and causes of action, suits, contracts, controversies, damages, claims and demands whatsoever, known or unknown, in law or in equity, whether under laws and regulations of federal, state or municipal governments, under the common law or otherwise, which Reseller or its respective successors or assigns ever had, now have or which they or any of them hereafter can, shall or may have against Husky by reason of any matter, cause or thing whatsoever from the beginning of time until the Effective Date hereof.

Survival. The following sections of this Agreement shall survive the expiration and termination of this Agreement; 3(a), 4(a), 5, 9, 11, 17, 18 and 19.

Notices. Notices under this Agreement shall be in writing and shall be deemed given on the day of any email transmission or three (3) days after mailing.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Force Majeure. Neither Husky nor Reseller shall be held liable or in default for failure of performance for any cause beyond their reasonable control such as, for example, acts of God, declared or undeclared war, fire, flood, interruption of transportation, embargo, insurrections, accident, explosion, governmental orders, regulations, restrictions, priorities or rationing, any strike, lockout or other labor troubles interfering with the production or transportation of the Products or interference with the supply of raw materials for production of the Products. If the force majeure in question prevails for a continuous period in excess of three (3) months, either party shall be entitled to give notice in writing to the other party to terminate this Agreement, specifying the termination date, which must not be less than fifteen (15) days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this Agreement shall terminate on the termination date set out in such notice.

Choice of Language.

The parties hereto confirm that it is their wish that this Agreement as well as all other documents relating hereto, including notices, have been and shall be drawn up in the English language only.

Electronic Execution. In accordance with the federal Personal Information Protection and Electronic Documents Act S.C. 2000, c. 5 (“PIPEDA”), An Act to Establish a Legal Framework For Information Technology R.S.Q., chapter C-1.1 (the “Quebec Act”) and each applicable province’s adoption of the Canadian Uniform Electronic Commerce Act (“UECA”), the parties hereby agree to execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree shall have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. Dealer acknowledges that it has the ability to retain this Agreement either by printing or saving it.

SCHEDULE B

Using Husky Liners' Intellectual Property

As a Husky Authorized Reseller, you will benefit from the fame and inherent value signified by the Husky brand name and our various product trademarks. In addition to being under agreement to use Husky trademarks properly, it is in your best interest to assist in protecting the Husky marks by using them properly in all advertising and promotional materials.

The following guidelines must be followed when using all trademarks owned by Husky. These guidelines are in addition to those provided for print advertising of a particular product:

Reseller shall not use or register any Internet domain name containing any intellectual property, and shall submit to Husky for approval in advance true and complete copies of all World Wide Web pages which contain or refer to any intellectual property owned by Husky, and shall not use such intellectual property on its website without such prior approval.

Reseller shall not, without express written permission from Husky purchase Husky’s intellectual property through Google’s and Yahoo’s Adwords programs and/or other web service providers’ similar programs.

The marks must be reproduced exactly from camera ready artwork provided by Husky.

If the Husky logo appears on the Reseller’s stationery or business cards, the words “Authorized Reseller” must follow it. This can be accomplished by using the “Husky Authorized Reseller” artwork provided by Husky.

There must be no confusion with which entity the customer is dealing. The Reseller’s name must be the most prominent name on the page. The Husky logo may not be the only source identifier on the page. The Husky logo trademark may not appear at the top of the page.

The Husky logo trademark must not be used in combination with another company mark in such a manner that the marks appear to be joined or associated in any way. Ample space must appear between the two marks to distinguish them as separate entities.

The Husky logo trademark or any Husky product mark may not be used in a way that will dilute or diminish its value to Husky, such as on others’ goods or in any non-approved form.

Any use of any Husky mark on a web page must adhere to these guidelines.

A superscript indicating a registered trademark (®) or trademark (™) or service mark (SM) symbol must appear next to all marks in all printed literature.

The registered trademark (®) or trademark (™) or service mark (SM) symbol must appear as a superscript following the appropriate mark on the first most prominent use on each page of a piece. All marks must be capitalized, italicized, or bolded or otherwise treated with prominence.

Any use of a Husky trademark which is not addressed in the guidelines set forth herein, must be approved by Husky prior to its use. Submittals for approval should be emailed to the attention of your Husky representative.